Common use of Possession of Inventory, Control; etc Clause in Contracts

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such Grantor) that has been notified of the security interest created in favor of the Lender pursuant to this Security Agreement and has authenticated a record acknowledging that it holds possession of such Collateral for the Lender’s benefit and waives any Lien held by it against such Collateral, (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (x) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (y) issued any Document for any such Equipment or Inventory or (z) any Lien (other than Permitted Liens) on any such Equipment or Inventory. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such Grantor) that has been notified of the security interest created in favor of the Lender pursuant to this Security Agreement and has and, such Grantor shall use commercially reasonable efforts to receive an authenticated a record from such warehouseman, bailee agent or other Person acknowledging that it holds possession of such Collateral for the Lender’s benefit and waives any Lien held by it against such Collateral, (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (x) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (y) issued any Document for any such Equipment or Inventory or (z) any Lien (other than Permitted Liens) on any such Equipment or Inventory. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such Grantor) that that, either (x) all such Equipment or Inventory in the possession of such third parties has an aggregate fair market value of less than $500,000 or (y) all such third parties have been notified of the security interest created in favor of the Lender Secured Parties pursuant to this Security Agreement Agreement, and has have authenticated a record acknowledging that it holds possession the security interest created in favor of such Collateral for the Lender’s benefit and waives any Lien held by it against such CollateralSecured Parties’ pursuant to this Security Agreement, (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Collateral Agent pursuant to Section 3.54.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued any Document for any such Equipment or Inventory, (iii) received notification of any Person’s security interest (other than the security interest granted hereunder or under any Permitted Lien) in any such Equipment or Inventory or (ziv) any Lien (other than Permitted Liens) on any such Equipment or InventoryInventory other than a Permitted Lien. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender Collateral Agent pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts that constitute Collateral or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such Grantor) that has been notified of the security interest created in favor of the Lender pursuant to this Security Agreement and has authenticated a record acknowledging that it holds possession of such Collateral for the Lender’s benefit and waives any Lien held by it against such Collateral, (iii) Inventory that is in the possession of a consignee in the ordinary course of business and business, (iv) Instruments or Promissory Notes that have been delivered to the Lender pursuant to Section 3.5, and (v) Equipment and Inventory at any single location which does not meet the requirements of sub-sections (i), (ii), (iii) or (iv) above, but the value of such Equipment and Inventory at such location is not in an aggregate amount of more than $[***]. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xw) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yx) issued any Document for any such Equipment or Inventory, or (y) received notification of the Lender’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (z) any Lien (other than Permitted Liens) on any such Equipment or Inventory. All Collateral Records of the Grantors are maintained at or accessible from the locations set forth in Item A of Schedule II. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts (other than the Excluded Accounts) and no other Person (other than the Lender pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts (other than the Excluded Accounts) or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and or Inventory that is in transit in the ordinary course of business, (ii) Equipment and or Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such Grantor) ), with respect to any such assets with an aggregate value in excess of $2,000,000, that has been notified of the security interest created in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, pursuant to this Security Agreement and with respect to which such Grantor has exercised commercially reasonable efforts to have authenticated a record acknowledging that it such warehouseman, bailee agent or other Person holds possession of such Collateral for the Lender’s benefit of the Secured Parties and waives any Lien held by it against such Collateral, (iii) Inventory that is in the possession of any Person in connection with a consignee conditional sale, title retention, consignment or similar arrangements for sale of goods or products in the ordinary course of business and (iv) Instruments or any Documents, Instruments, Promissory Notes Notes, Goods, Equipment and Inventory that have been delivered to the Lender pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (x) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (y) issued any Document for any such Equipment or Inventory or (z) any Lien (other than Permitted Liens) on any such Equipment or InventoryAdministrative Agent. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts Accounts, and no other Person (other than the Lender Administrative Agent pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto, in each case, except as otherwise expressly permitted under the Credit Agreement.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such Grantor), and if the fair market value of such Collateral at any such location exceeds $100,000, (A) that such Person has been notified of the security interest created in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, pursuant to this Security Agreement and has authenticated a record acknowledging that it holds possession of such Collateral for the Lender’s benefit of the Secured Parties and waives any Lien held by it against such Collateral, (iii) Inventory that is in the possession of a consignee in the ordinary course of business business, (iv) laptop computers and similar movable items of personal property used by employees of the Grantor, and (ivv) Instruments or Promissory Notes that have been delivered to the Lender Administrative Agent pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xw) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yx) issued any Document for any such Equipment or Inventory Inventory, or (zy) any Lien (other than Permitted Liens) on any such Equipment or Inventory, other than Permitted Liens. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender Administrative Agent pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts (other than Excluded Accounts) or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such Grantor) ), it being understood that has been notified the Grantor shall, at the request of the security interest created in favor of the Lender pursuant Administrative Agent, undertake reasonable efforts to this Security Agreement and has obtain authenticated a record signed by such Person acknowledging that it holds possession of such Collateral for the LenderAdministrative Agent’s benefit and waives any Lien held by it against such Collateral, (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Administrative Agent pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xw) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yx) issued any Document for any such Equipment or Inventory, (y) received notification of the Administrative Agent’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (z) any Lien (other than Permitted Liens) on any such Equipment or Inventory, except for Permitted Liens under Section 8.3(e) of the Credit Agreement. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender Administrative Agent pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto, other than the Excluded Accounts.

Possession of Inventory, Control; etc. (a) Each Except as otherwise permitted in the Credit Agreement, each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such Grantor) that has been notified of the security interest created in favor of the Lender Secured Party pursuant to this Security Agreement Agreement, and has authenticated a record acknowledging that it holds possession of such Collateral for the LenderSecured Party’s benefit and waives any Lien held by it against such Collateral, and (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Secured Party pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued any Document for any such Equipment or Inventory, (iii) received notification of the Secured Party’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (ziv) any Lien (other than Permitted Liens) on any such Equipment or Inventory. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender Secured Party pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such the applicable Grantor) that has been notified of the security interest created in favor of the Lender Secured Parties pursuant to this Security Agreement Agreement, and on or prior to the Closing Date, or such later date as the Administrative Agent shall agree, has authenticated a record acknowledging that it holds possession of such Collateral for the Lender’s Secured Parties’ benefit and waives any Lien held by it against such Collateral, and (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Administrative Agent pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xA) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yB) issued any Document for any such Equipment or Inventory, (C) received notification of any Secured Party’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (zD) any Lien (other than Permitted Liens) on any such Equipment or Inventory. (b) Each Grantor is the sole entitlement holder of its Deposit Securities Accounts and Commodity Accounts and no other Person (other than the Lender Administrative Agent pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts such accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment Equipment, Inventory and Inventory other property that is in transit in the ordinary course of business, (ii) Equipment Equipment, Inventory and Inventory other property that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent agent, contract manufacturer, vendor, supplier or other Person (other than a Person controlled by Person, including, without limitation, at clinical sites or under common control with such Grantor) that has been notified of the security interest created in favor of the Lender pursuant to this Security Agreement trade and has authenticated a record acknowledging that it holds possession of such Collateral for the Lender’s benefit and waives any Lien held by it against such Collateralexhibition shows, (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (x) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (y) issued any Document for any such Equipment or Inventory Inventory, or (z) any Lien (other than Permitted Liens) on any such Equipment or Inventory. (b) . Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender pursuant to this Security Agreement or any other Person Dutch Subsidiary with respect to Permitted Liensreal property leases in the Netherlands) has control or possession ofshall furnish to the Lender landlord access agreements, or any other interest inin form and substance satisfactory to the Lender, any of its Deposit Accounts or any other securities or from each landlord to such Grantor for each real property credited theretolease entered into by such Grantor after the date hereof.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee bailee, agent or other Person (other than a Person controlled by or under common control with such Grantor) that has been notified of the security interest created in favor of the Lender pursuant to this Security Agreement and has authenticated a record acknowledging that it holds possession of such Collateral for the Lender’s benefit and waives any Lien held by it against such Collateral, (iii) Inventory that is in the possession of a consignee in the Grantor’s ordinary course of business and (iviii) Documents, Instruments or Promissory Notes that have been delivered to the Lender Agent pursuant to Section 3.53.05. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has has: (xi) issued any warehouse receipt or receipt, other receipt in the nature of a warehouse receipt or other Document in respect of any such Equipment or InventoryInventory except (x) non-negotiable Documents (which Documents, if the Inventory covered thereby is included in the Borrowing Base, have been issued in the name of and delivered to the Grantor or the Agent) and (y) negotiable Documents (which Documents, if the Inventory covered thereby is included in the Borrowing Base, have been issued and duly negotiated to the Grantor or the Agent or to order, blank endorsed, and in the possession of the Grantor or the Agent), (ii) received notification of any Document for secured party’s interest (other than the security interest granted hereunder or any Lien permitted under Section 8.06(j) of the Credit Agreement) in any such Equipment or Inventory or (ziii) any Lien (other than Permitted Liens) on any such Equipment or InventoryInventory except, Permitted Borrowing Base Liens. (b) Each Grantor is the sole entitlement holder of its Deposit Deposit, Commodity and Security Accounts and no other Person (other than the Lender Agent pursuant to this Security Agreement or an Account Control Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Deposit, Commodity and Security Accounts or any other securities or property credited thereto. (c) As of the Closing Date, except for the Persons designated on Schedule II who hold Collateral in the capacity designated thereon and any other Person hereafter identified pursuant to Section 4.07, no Person other than Agent has possession or control of any of its Collateral, except as permitted under the Credit Agreement or by Sections 4.07 or 7.11.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such Grantor) that has been notified of the security interest created in favor of the Lender pursuant to this Security Agreement and has authenticated a record acknowledging that it holds possession of such Collateral for the Lender’s benefit and waives any Lien held by it against such Collateral, (iii) Inventory that is in the possession of a consignee in the ordinary course of business and business, (iv) Instruments or Promissory Notes that have been delivered to the Lender pursuant to Section 3.5, and (v) Equipment and Inventory at any single location which does not meet the requirements of sub-sections (i), (ii), (iii) or (iv) above, but the value of such Equipment and Inventory at such location is not in an aggregate amount of more than $100,000. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xw) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yx) issued any Document for any such Equipment or Inventory, or (y) received notification of the Lender’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (z) any Lien (other than Permitted Liens) on any such Equipment or Inventory. All Collateral Records of the Grantors are maintained at or accessible from the locations set forth in Item A of Schedule II. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts (other than the Excluded Accounts) and no other Person (other than the Lender pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts (other than the Excluded Accounts) or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment Equipment, Inventory and Inventory other property that is in transit in the ordinary course of business, (ii) Equipment Equipment, Inventory and Inventory other property that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent agent, contract manufacturer, vendor, supplier or other Person (other than a Person controlled by Person, including, without limitation, at clinical sites or under common control with such Grantor) that has been notified of the security interest created in favor of the Lender pursuant to this Security Agreement trade and has authenticated a record acknowledging that it holds possession of such Collateral for the Lender’s benefit and waives any Lien held by it against such Collateralexhibition shows, (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (x) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (y) issued any Document for any such Equipment or Inventory Inventory, or (z) any Lien (other than Permitted Liens) on any such Equipment or Inventory. Each Grantor (other than the Dutch Subsidiary with respect to real property leases in the Netherlands) shall furnish to the Lender landlord access agreements, in form and substance satisfactory to the Lender, from each landlord to such Grantor for each real property lease entered into by such Grantor after the date hereof. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Subject to the Subordination Agreement, the Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such the Grantor) that has been notified of the security interest created in favor of the Lender Secured Party pursuant to this Security Agreement Agreement, and on or prior to the Closing Date, or such later date as the Secured Party shall agree, has authenticated a record acknowledging that it holds possession of such Collateral for the Lender’s Secured Party's benefit and waives any Lien held by it against such Collateral, and (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Secured Party pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued any Document for any such Equipment or Inventory, (iii) received notification of any secured party's interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (ziv) any Lien (other than Permitted Liens) on any such Equipment or Inventory. (b) Each The Grantor is the sole entitlement holder of its Deposit Securities Accounts and Commodities Accounts and no other Person (other than the Lender Secured Party pursuant to this Security Agreement or Agreement, any other Person with respect to Permitted Liens, and the Senior Creditor) has control or possession of, or any other interest in, any of its Deposit Accounts such accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of businesstransit, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such the applicable Grantor) that has been notified of the security interest created in favor of the Lender Secured Parties pursuant to this Security Agreement Agreement, and has authenticated a record acknowledging that it holds possession of such Collateral for the Lender’s Secured Parties' benefit and waives any Lien held by it against such Collateral, (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Agent pursuant to Section 3.5. and (iv) any Goods, Equipment and Inventory sold or leased in the ordinary course of the Grantor’s business or provided to potential customers of the Grantor for evaluation. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued any Document for any such Equipment or Inventory, (iii) received notification of any Secured Party’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (ziv) any Lien (other than Permitted Liens) on any such Equipment or Inventory. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (Inventory other than the Lender pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Except in the case of Dispositions permitted under the terms of the Credit Agreement, and except for certain Collateral that is on consignment, each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) except for Equipment or Inventory that is in the temporary possession of another Person for purposes of being serviced, Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such Grantorany of the Borrowers) that has been notified of the security interest created in favor of the Lender Secured Parties pursuant to this Security Agreement (and has authenticated Grantor will use its best efforts to have such third Person(s) authenticate a record acknowledging that it holds possession of such Collateral for the Lender’s Secured Parties’ benefit and waives any Lien (other than Permitted Liens) held by it against such Collateral, and (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Collateral Agent pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued to a Grantor any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued to Grantor any Document for any such Equipment or Inventory, (iii) to the knowledge of such Grantor without inquiry received notification of any Secured Party’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (ziv) any Lien (other than Permitted Liens) on any such Equipment or InventoryInventory other than Permitted Liens. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender Collateral Agent pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such Grantorthe) that has been notified of the security interest created in favor of the Lender Secured Parties pursuant to this Security Agreement Agreement, and has authenticated a record acknowledging that it holds possession of such Collateral for the Lender’s Secured Parties’ benefit and waives any Lien held by it against such Collateral, and (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Administrative Agent pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, to the best of the applicable Grantor’s knowledge, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued any Document for any such Equipment or Inventory, (iii) received notification of any Secured Party’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (ziv) any Lien (other than Permitted Liens) on any such Equipment or Inventory. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender Administrative Agent pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory NotesNotes (not otherwise delivered to the Collateral Agent), Goods, Equipment and InventoryInventory maintained in the U.S., other than (i) Equipment and Inventory that is in transit or out for repair or refurbishing in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a consignee, warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with an Affiliate of such Grantor) that has been notified located in the United States in the ordinary course of business; provided that, subject to the terms of the Intercreditor Agreement to the extent the fair market value (as determined in good faith by an Authorized Officer of the applicable Grantor) in any U.S. location exceeds $5,000,000 and following notice from the Collateral Agent (at the request of the Required Lenders) following the occurrence and during the continuance of an Event of Default such Grantor shall promptly notify such Persons of the security interest created in favor of the Lender Secured Parties pursuant to this Security Agreement Agreement, and has authenticated such Grantor shall use commercially reasonable efforts to cause such party to authenticate a record acknowledging that it holds possession of such Collateral for the Lender’s Secured Parties’ benefit and waives or subordinates any Lien held by it against such Collateral, (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Collateral Agent pursuant to Section 3.53.5 or are not otherwise required to be delivered hereunder and (iv) such other Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory with a fair market value (as determined in good faith by an Authorized Officer of the applicable Grantor) of $2,000,000 in the aggregate. In To each Grantor’s knowledge as of the date hereof, in the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued any Document for any such Equipment or Inventory, (iii) received notification of any Secured Party’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (ziv) any Lien on any such Equipment or Inventory (other than Permitted Liens) on any such Equipment or Inventory). (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender Collateral Agent pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such the Grantor) that has been notified of the security interest created in favor of the Lender Secured Parties pursuant to this Security Agreement Agreement, and has authenticated with respect to which the Grantor will use its best efforts to cause such warehouseman, bailee agent or other Person to authenticate a record acknowledging that it holds possession of such Collateral for the Lender’s Secured Parties' benefit and waives waive any Lien held by it against such Collateral, except Liens for customary storage/handling charges, (iii) Documents that have been delivered to the issuer of such Document to claim the Goods evidenced therefore or to any Person in connection with sales of Equipment or Inventory that is in as permitted by the possession of a consignee in the ordinary course of business Credit Agreement, and (iv) Instruments Instruments, Documents or Promissory Notes that have been delivered to the Lender Collateral Trustee pursuant to Section 3.53.5 unless it shall have (a) notified the Collateral Trustee in writing, by executing and delivering to the Collateral Trustee a supplement to this Agreement together with all schedules thereto, at least 15 days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Trustee may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Trustee's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Trustee to exercise and enforce its rights and remedies hereunder, with respect to such Collateral. In the case of Equipment or Inventory described in clause (ii) above, to the knowledge of the Borrower, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued any Document for any such Equipment or Inventory, (iii) received notification of any Secured Party's interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (ziv) any Lien (other than Permitted Liens) on any such Equipment or InventoryInventory other than Permitted Liens. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender Collateral Trustee pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such the applicable Grantor) that has been notified of the security interest created in favor of the Lender Secured Parties pursuant to this Security Agreement Agreement, and on or prior to the Closing Date, or such later date as the Administrative Agent shall agree, has authenticated a record acknowledging that it holds possession of such Collateral for the Lender’s Secured Parties’ benefit and waives any Lien held by it against such Collateral, and (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Administrative Agent pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued any Document for any such Equipment or Inventory, (iii) received notification of any Secured Party’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (ziv) any Lien (other than Permitted Liens) on any such Equipment or Inventory. (b) Each Grantor is the sole entitlement holder of its Deposit Securities Accounts and Commodity Accounts and no other Person (other than the Lender Administrative Agent pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts such accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Except in the case of Dispositions permitted under the terms of the Credit Agreement, and except for certain Collateral that is on consignment, each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) except for Equipment or Inventory that is in the temporary possession of another Person for purposes of being serviced, Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such Grantorany of the Borrowers) that has been notified of the security interest created in favor of the Lender Secured Parties pursuant to this Security Agreement (and has authenticated Grantor will use its best efforts to have such third Person(s) authenticate a record acknowledging that it holds possession of such Collateral for the Lender’s Secured Parties’ benefit and waives any Lien (other than Permitted Liens) held by it against such Collateral, and (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Trustee or the Collateral Agent pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued to a Grantor any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued to Grantor any Document for any such Equipment or Inventory, (iii) to the knowledge of such Grantor without inquiry received notification of any Secured Party’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (ziv) any Lien (other than Permitted Liens) on any such Equipment or InventoryInventory other than Permitted Liens. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender Trustee pursuant to this Security Agreement Agreement, the Collateral Agent pursuant to the Collateral Agent Security Agreement, or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Except in the case of Dispositions permitted under the terms of the Credit Agreement, and except for certain Collateral that is on consignment, each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) except for Equipment or Inventory that is in the temporary possession of another Person for purposes of being serviced, Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with any of the Borrowers) that, with respect to any such Grantor) that Person in possession or control of Equipment or Inventory with a value in excess of $250,000, has been notified of the security interest created in favor of the Lender pursuant Secured Parties pursuant, to this Security Agreement (and has authenticated Grantor will use its commercially reasonable efforts to have such third Person(s) authenticate a record acknowledging that it holds possession of such Collateral for the Lender’s benefit Secured Parties’ benefit) and waives any Lien (other than Permitted Liens) held by it against such Collateral, and (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Collateral Agent pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued to a Grantor any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued to Grantor any Document for any such Equipment or Inventory, (iii) to the knowledge of such Grantor without inquiry received notification of any Secured Party’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (ziv) any Lien (other than Permitted Liens) on any such Equipment or Inventory. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (Inventory other than the Lender pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit or kept on consignment with Inventory suppliers in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with an Affiliate of such Grantor) that has been notified of the security interest created in favor of the Lender Secured Parties pursuant to this Security Agreement Agreement, and has authenticated a record acknowledging that it holds possession of such Collateral for the Lender’s Secured Parties’ benefit and waives any Lien held by it against such Collateral, and (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Administrative Agent pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued any Document for any such Equipment or Inventory, (iii) received notification of any Secured Party’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (ziv) any Lien (other than Permitted Liens) on any such Equipment or Inventory. (b) . Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender Administrative Agent pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto. Material Trademark Collateral. Except as disclosed on Schedule IV, with respect to any Material Trademark Collateral: such Material Trademark Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part; such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Material Trademark Collateral and no claim has been made that the use of such Material Trademark Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party; such Grantor has made all necessary filings and recordations to protect its interest in such Material Trademark Collateral, except where the failure to do so would not reasonably be expected to have a Materially Adverse Effect; to such Grantor’s knowledge, no third party is infringing upon any Material Trademark Collateral owned or used by such Grantor in any material respect, or any of its respective licensees; no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any Material Trademark Collateral except as would not have a Material Adverse Effect; such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Material Trademark Collateral for purposes of granting a security interest or as Collateral that has not been terminated or released; such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with all Material Trademark Collateral and has taken all commercially reasonable action necessary to insure that all licensees of the Material Trademark Collateral owned by such Grantor use such adequate standards of quality; and the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any of the Material Trademark Collateral.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory NotesNotes (not otherwise delivered to the Collateral Agent), Goods, Equipment and InventoryInventory maintained in the U.S., other than (i) Equipment and Inventory that is in transit or out for repair or refurbishing in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a consignee, warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with an Affiliate of such Grantor) that has been notified located in the United States in the ordinary course of business; provided that, to the extent the fair market value (as determined in good faith by an Authorized Officer of the applicable Grantor) in any U.S. location exceeds $5,000,000 and following notice from the Collateral Agent (at the request of the Required Lenders) following the occurrence and during the continuance of an Event of Default such Grantor shall promptly notify such Persons of the security interest created in favor of the Lender Secured Parties pursuant to this Security Agreement Agreement, and has authenticated such Grantor shall use commercially reasonable efforts to cause such party to authenticate a record acknowledging that it holds possession of such Collateral for the Lender’s Secured Parties’ benefit and waives or subordinates any Lien held by it against such Collateral, (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Collateral Agent pursuant to Section 3.53.5 or are not otherwise required to be delivered hereunder and (iv) such other Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory with a fair market value (as determined in good faith by an Authorized Officer of the applicable Grantor) of $2,000,000 in the aggregate. In To each Grantor’s knowledge as of the date hereof, in the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued any Document for any such Equipment or Inventory, (iii) received notification of any Secured Party’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (ziv) any Lien on any such Equipment or Inventory (other than Permitted Liens) on any such Equipment or Inventory). (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender Collateral Agent pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such Grantor) that that, either (x) all such Equipment or Inventory in the possession of such third parties has an aggregate fair market value of less than $500,000 or (y) all such third parties have been notified of the security interest created in favor of the Lender Secured Parties pursuant to this Security Agreement Agreement, and has have authenticated a record acknowledging that it holds possession the security interest created in favor of such Collateral for the Lender’s benefit and waives any Lien held by it against such CollateralSecured Parties’ pursuant to this Security Agreement, (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been been, subject to the Intercreditor Agreement, delivered to the Lender Collateral Agent pursuant to Section 3.54.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued any Document for any such Equipment or Inventory, (iii) received notification of any Person’s security interest (other than the security interest granted hereunder or under any Permitted Lien) in any such Equipment or Inventory or (ziv) any Lien (other than Permitted Liens) on any such Equipment or InventoryInventory other than a Permitted Lien. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender Collateral Agent pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts that constitute Collateral or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Except in the case of Dispositions permitted under the terms of the Credit Agreement, and except for certain Collateral that is on consignment, each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) except for Equipment or Inventory that is in the temporary possession of another Person for purposes of being serviced, Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with any of the Borrowers) that, with respect to any such Grantor) that Person in possession or control of Equipment or Inventory with a value in excess of $250,000, has been notified of the security interest created in favor of the Lender pursuant Secured Parties pursuant, to this Security Agreement (and has authenticated Grantor will use its commercially reasonable efforts to have such third Person(s) authenticate a record acknowledging that it holds possession of such Collateral for the Lender’s benefit Secured Parties’ benefit) and waives any Lien (other than Permitted Liens) held by it against such Collateral, and (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Collateral Agent pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued to a Grantor any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued to Grantor any Document for any such Equipment or Inventory, (iii) to the knowledge of such Grantor without inquiry received notification of any Secured Party’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (ziv) any Lien (other than Permitted Liens) on any such Equipment or InventoryInventory other than Permitted Liens. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender Collateral Agent pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such Grantor) ), it being understood that has been notified the Grantor shall, at the request of the security interest created in favor of the Lender pursuant Lender, undertake reasonable efforts to this Security Agreement and has obtain authenticated a record signed by such Person acknowledging that it holds possession of such Collateral for the Lender’s benefit and waives any Lien held by it against such Collateral, (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xw) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yx) issued any Document for any such Equipment or Inventory, (y) received notification of the Lender’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (z) any Lien (other than Permitted Liens) on any such Equipment or Inventory, except for Permitted Liens under Section 8.3(e) of the Credit Agreement. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Except as otherwise permitted in the Credit Agreement, each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such Grantor) that has been notified of the security interest created in favor of the Lender Secured Party pursuant to this Security Agreement Agreement, and has authenticated a record acknowledging that it holds possession of such Collateral for the LenderSecured Party’s benefit and waives any Lien held by it against such Collateral, and (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Secured Party pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued any Document for any such Equipment or Inventory, (iii) received notification of the Secured Party’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (ziv) any Lien (other than Permitted Liens) on any such Equipment or Inventory. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender Secured Party pursuant to this Security Agreement or any other Person with respect to Permitted LiensAgreement) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such the Grantor) that has been notified of the security interest created in favor of the Lender Secured Parties pursuant to this Security Agreement Agreement, and has authenticated with respect to which the Grantor will use its best efforts to cause such warehouseman, bailee agent or other Person to authenticate a record acknowledging that it holds possession of such Collateral for the Lender’s Secured Parties’ benefit and waives waive any Lien held by it against such Collateral, except Liens for customary storage/handling charges, (iii) Documents that have been delivered to the issuer of such Document to claim the Goods evidenced therefore or to any Person in connection with sales of Equipment or Inventory that is in as permitted by the possession of a consignee in the ordinary course of business Credit Agreement, and (iv) Instruments Instruments, Documents or Promissory Notes that have been delivered to the Lender Collateral Trustee pursuant to Section 3.53.5 unless it shall have (a) notified the Collateral Trustee in writing, by executing and delivering to the Collateral Trustee a supplement to this Agreement together with all schedules thereto, at least 15 days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Trustee may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Trustee's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Trustee to exercise and enforce its rights and remedies hereunder, with respect to such Collateral. In the case of Equipment or Inventory described in clause (ii) above, to the knowledge of the Borrower, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued any Document for any such Equipment or Inventory, (iii) received notification of any Secured Party’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (ziv) any Lien (other than Permitted Liens) on any such Equipment or Inventory. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (Inventory other than the Lender pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such Grantor) that that, either (x) all such Equipment or Inventory in the possession of such third parties has an aggregate fair market value of less than $500,000 or (y) all such third parties have been notified of the security interest created in favor of the Lender Secured Parties pursuant to this Security Agreement Agreement, and has have authenticated a record acknowledging that it holds possession the security interest created in favor of such Collateral for the Lender’s benefit and waives any Lien held by it against such CollateralSecured Parties’ pursuant to this Security Agreement, (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Collateral Agent pursuant to Section 3.54.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued any Document for any such Equipment or Inventory, (iii) received notification of any Person’s security interest (other than the security interest granted hereunder or under any Permitted Lien) in any such Equipment or Inventory or (ziv) any Lien (other than Permitted Liens) on any such Equipment or Inventory. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (Inventory other than the Lender pursuant to this Security Agreement or any other Person with respect to a Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited theretoLien.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such the applicable Grantor) that has been notified of the security interest created in favor of the Lender Secured Parties pursuant to this Security Agreement Agreement, and on or prior to the Funding Release Date, or such later date as the Administrative Agent shall agree, has authenticated a record acknowledging that it holds possession of such Collateral for the Lender’s Secured Parties’ benefit and waives any Lien held by it against such Collateral, and (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Administrative Agent pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued any Document for any such Equipment or Inventory, (iii) received notification of any Secured Party’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (ziv) any Lien (other than Permitted Liens) on any such Equipment or Inventory. (b) Each Grantor is the sole entitlement holder of its Deposit Securities Accounts and Commodities Accounts and no other Person (other than the Lender Administrative Agent pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts such accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such Grantorthe) that has been notified of the security interest created in favor of the Lender Secured Parties pursuant to this Security Agreement Agreement, and has authenticated a record acknowledging that it holds possession of such Collateral for the Lender’s Secured Parties’ benefit and waives any Lien held by it against such Collateral, and (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Administrative Agent pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued any Document for any such Equipment or Inventory, (iii) received notification of any Secured Party’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (ziv) any Lien (other than Permitted Liens) on any such Equipment or Inventory. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender Administrative Agent pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive maintain possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and InventoryInventory that are not Excluded Property, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such the applicable Grantor) that has been notified of the security interest created in favor of the Lender Secured Parties pursuant to this Security Agreement Agreement, and has authenticated a record acknowledging that it holds possession of such Collateral for the Lender’s Secured Parties’ benefit and waives any Lien held by it against such Collateral, (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Administrative Agent pursuant to Section 3.53.5 and (iv) Equipment and Inventory not in excess of $250,000 in the aggregate at any time. In the case of Equipment or Inventory described in clause (ii) above, to the best of each Grantor’s knowledge, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued any Document to any third party for any such Equipment or Inventory, (iii) received notification of any secured party’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (ziv) any Lien (other than Permitted Liens) on any such Equipment or InventoryInventory other than a Permitted Lien. (b) Each Grantor is the sole entitlement holder of its Deposit Securities Accounts and Commodities Accounts and no other Person (other than the Lender Administrative Agent pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts such accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Except in the case of Dispositions permitted under the terms of the Credit Agreement, and except for certain Collateral that is on consignment, each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) except for Equipment or Inventory that is in the temporary possession of another Person for purposes of being serviced, Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such Grantorthe Borrower) that has been notified of the security interest created in favor of the Lender Secured Parties pursuant to this Security Agreement (and has authenticated Grantor will use its best efforts to have such third Person(s) authenticate a record acknowledging that it holds possession of such Collateral for the Lender’s Secured Parties’ benefit and waives any Lien (other than Permitted Liens and Indenture Liens) held by it against such Collateral, and (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Administrative Agent pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xi) issued to a Grantor any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yii) issued to Grantor any Document for any such Equipment or Inventory, (iii) to the knowledge of such Grantor without inquiry received notification of any Secured Party’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (ziv) any Lien (other than Permitted Liens) on any such Equipment or InventoryInventory other than Permitted Liens and Indenture Liens. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender Administrative Agent pursuant to this Security Agreement or any other Person with respect to Permitted Liens or Indenture Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent Administrative Agent or other Person (other than a Person controlled by or under common control with such Grantor) ), it being understood that has been notified the Grantor shall, at the request of the security interest created in favor of the Lender pursuant Administrative Agent, undertake reasonable efforts to this Security Agreement and has obtain authenticated a record signed by such Person acknowledging that it holds possession of such Collateral for the LenderAdministrative Agent’s benefit and waives any Lien held by it against such Collateral, (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Administrative Agent pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xw) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yx) issued any Document for any such Equipment or Inventory, (y) received notification of the Administrative Agent’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (z) any Lien (other than Permitted Liens) on any such Equipment or Inventory, except for Permitted Liens under Section 8.3(e) of the Credit Agreement. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender Administrative Agent pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto, other than the Excluded Accounts.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and or Inventory that is in transit in the ordinary course of business, (ii) Equipment and or Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with such Grantor) ), with respect to any such assets with an aggregate value in excess of $2,000,000, that has been notified of the security interest created in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, pursuant to this Security Agreement and with respect to which such Grantor has exercised commercially reasonable efforts to have authenticated a record acknowledging that it such warehouseman, bailee agent or other Person holds possession of such Collateral for the Lender’s benefit of the Secured Parties and waives any Lien held by it against such Collateral, (iii) Inventory that is in the possession of any Person in connection with a consignee conditional sale, title retention, consignment or similar arrangements for sale of goods or products in the ordinary course of business and (iv) Instruments or any Documents, Instruments, Promissory Notes Notes, Goods, Equipment and Inventory that have been delivered to the Lender pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (x) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (y) issued any Document for any such Equipment or Inventory or (z) any Lien (other than Permitted Liens) on any such Equipment or InventoryAdministrative Agent. (b) Each Grantor is the sole entitlement holder of its Deposit Accounts Securities Accounts, and no other Person (other than the Lender Administrative Agent pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Securities Accounts or any other securities or property credited thereto, in each case, except as otherwise expressly permitted under the Credit Agreement.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory NotesNotes (not otherwise delivered to the Collateral Agent), Goods, Equipment and InventoryInventory maintained in the U.S., other than (i) Equipment and Inventory that is in transit or out for repair or refurbishing in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a consignee, warehouseman, bailee agent or other Person (other than a Person controlled by or under common control with an Affiliate of such Grantor) that has been notified located in the United States in the ordinary course of business; provided that, to the extent the fair market value (as determined in good faith by an Authorized Officer of the applicable Grantor) in any U.S. location exceeds $5,000,000 and following notice from the Collateral Agent (at the request of the Required Lenders) following the occurrence and during the continuance of an Event of Default such Grantor shall promptly notify such Persons of the security interest created in favor of the Lender Secured Parties pursuant to this Security Agreement Agreement, and has authenticated such Grantor shall use commercially reasonable efforts to cause such party to authenticate a record acknowledging that it holds possession of such Collateral for the Lender’s Secured Parties’ benefit and waives or subordinates any Lien held by it against such Collateral, (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender Collateral Agent pursuant to Section 3.53.5 or are not otherwise required to be delivered hereunder and (iv) such other Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory with a fair market value (as determined in good faith by an Authorized Officer of the applicable Grantor) of $2,000,000 in the aggregate. In To each Grantor’s knowledge as of the date hereof, in the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (xA) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (yB) issued any Document for any such Equipment or Inventory, (C) received notification of any Secured Party’s interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (zD) received notification of any Lien on any such Equipment or Inventory (other than Permitted Liens) on any such Equipment or Inventory). (b) Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto.

Possession of Inventory, Control; etc. (a) Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment and Inventory that is in transit in the ordinary course of business, (ii) Equipment and Inventory that in the ordinary course of business is in the possession or control of a warehouseman, bailee bailee, agent or other Person (other than a Person controlled by or under common control with such Grantor) that has been notified of the security interest created in favor of the Lender pursuant to this Security Agreement and has authenticated a record acknowledging that it holds possession of such Collateral for the Lender’s benefit and waives any Lien held by it against such Collateral, (iii) Inventory that is in the possession of a consignee in the Grantor's ordinary course of business and (iviii) Instruments or Promissory Notes that have been delivered to the Lender Agent pursuant to Section 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has has: (xi) issued any warehouse receipt or receipt, other receipt in the nature of a warehouse receipt or other Document in respect of any such Equipment or InventoryInventory except non-negotiable Documents and except for negotiable Documents (which negotiable Documents, if the Inventory covered thereby is included in the Borrowing Base, have been delivered to the Agent or its agent or bailee), (yii) issued received notification of any Document for secured party's interest (other than the security interest granted hereunder) in any such Equipment or Inventory or (ziii) any Lien (other than Permitted Liens) on any such Equipment or InventoryInventory except, with respect to a lessor, contractual and statutory landlord liens securing rent that is not past due and with respect to a warehouseman, Liens securing storage obligations which are not past due. (b) Each Grantor is the sole entitlement holder of its Deposit Deposit, Commodity and Security Accounts and no other Person (other than the Lender Agent pursuant to this Security Agreement or any other Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Deposit, Commodity and Security Accounts or any other securities or property credited thereto. (c) As of the Closing Date, except for the Persons designated on Schedule II who hold Collateral in the capacity designated thereon and any other Person hereafter identified pursuant to Section 4.07, no Person other than Agent has possession or control of any of its Collateral.